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Legal English Seminar Hosted by Bar Association of Guangzhou Organized by Xinyang Law Firm & V-LINK Consulting Co-organized by Department of Legal English Studies, Guangdong University of Foreign Studies June 2, 2009

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Example 1: First Draft  The Products Party B sold to Party A are guaranteed for ___ months from the day when Party A accepted the Products. Party B provides free maintenance services during the warranty period. And the warranty period for the replaced Products mentioned in Article 3.4 in this Agreement shall be counted from the date of Party A’s inspection. In case Party B refuses to perform the duty of warranty, Party A has the right to entrust the third party with maintenance at Party B’s cost, and therefore Party A can make deduction from the amount payable.

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Example 1: First Draft  The Products Party B sold to Party A are guaranteed for ___ months from the day when Party A accepted the Products. Party B provides free maintenance services during the warranty period. And the warranty period for the replaced Products mentioned in Article 3.4 in this Agreement shall be counted from the date of Party A’s inspection. In case Party B refuses to perform the duty of warranty, Party A has the right to entrust the third party with maintenance at Party B’s cost, and therefore Party A can make deduction from Party B.

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Example 1: Second Draft  Supplier shall provide maintenance and/or repair services during the period of [ ] months commencing as of the date when Purchaser signs for receipt of the Products. Supplier shall provide maintenance and/or repair services free of charge for the Products. For the Products replaced in accordance with Article 3.4 herein, the warranty period shall be calculated commencing as of the date when the Products replaced by Supplier are inspected and accepted by Purchaser.

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Example 1: Second Draft  Where Supplier fails to perform its maintenance and/or repair obligations, Purchaser has the right to appoint a third party to carry out such maintenance and/or repairs at Supplier’s expense and to deduct such expenses from payment to Supplier.

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Example 2: First Draft  Party A shall issue order (format set out in Appendix II) to Party B in writing (fax, e-mail and Express Mail Service), which specifies amount, unit price, time and place of delivery, and other specific requirements of the Products. After confirming, Party B shall send back the order upon signature or seal. Where the order is inconsistent with the stipulations herein, the order confirmed by both Parties shall prevail; where the order makes no special requirements, the stipulations herein shall prevail. Party B, upon confirmation of the order, shall deliver the Products in conformity with the order.

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Example 2: First Draft  Party A shall issue order (format set out in Appendix II) to Party B in writing (fax, e-mail and express mail), which specifies the amount, unit price, time and place of delivery, and other specific requirements of the Products. After confirming, Party B shall send back the order upon signature or seal. Where the order is inconsistent with the stipulations herein, the order confirmed by both Parties shall prevail; where the order makes no special requirements, the stipulations herein shall prevail. Party B, upon confirmation of the order, shall deliver the Products in conformity with the order.

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Example 2: Second Draft  Purchaser shall issue orders in writing (by fax, email or special express mail) to Supplier (in the form specified in Schedule 2 hereto) indicating (without limitation to) the quantity, unit price, date and place of delivery, and any other special requirements for the current batch of the Products. The order, upon confirmation by Supplier, shall be signed or stamped by an authorized person and then returned to Purchaser. If there is any discrepancy between any provision in the order and this Agreement, the provisions of the order as confirmed by both Parties shall prevail. This Agreement shall govern any matter not clearly specified in the order. Supplier shall, upon confirmation of the order, carry out delivery as specified in the order.

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Example 3: Beijing Version  Baoshuo Co. need to loan RMB 34000000Yuan caused shortage of fund. But financial situation of Baoshuo Co. is too bad to loan from a bank at present, China Citic Bank agreed to loan on financial leasing with way throw agreement, and the issuer is Shengda Yongqiang Co.. it accepts hereby that: ‘1. Baoshuo Co. enjoys the loan; 2. The loan shall be paid by Baoshuo Co. at the date of maturity of the bill; 3. All fees shall be paid therefrom by Baoshuo Co., 4. When the bill has not been paid at its maturity, Baoshuo Co. shall pay the bill in full. And Baoshuo Co. shall be liable for the debts with all its asset. The joint liabilities shall not be borne by Shengda Yongqiang Co.. 5. Double damages shall be paid by Baoshuo Co. if breach of the acceptance.

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Example 3: Our Version  Baoshuo needs a loan of 34,000,000 yuan because of a shortage of funds for production and management. However, because the current financial situation of Baoshuo made it difficult for it to borrow from a bank, Baoshuo consulted with Citic, and it was agreed to change the structure of the financing from a loan to that of a warehouse receipt pledge, with Baoding Shengda Plastics Co., Ltd. as issuer. The undertaking to Baoding Shengda Plastics Co., Ltd. includes provisions that: 1. Baoshuo [alone] shall use and profit from the loan; 2. The loan shall be paid by Baoshuo at the maturity date of the bill;

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Example 3: Our Version  3. All expenses incurred shall be paid by Baoshuo; 4. If the bill has not been paid at its maturity, Baoshuo shall be responsible for all the relevant consequences, and shall be liable to use the whole of its assets to clear all relevant obligations. Baoshuo warrants that Baoding Shengda Plastics Co., Ltd. shall not be jointly liable as guarantor. 5. Double damages shall be paid by Baoshuo if there is any breach of the undertaking.

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Example 4: Our Version In the event that, within [ ] months after delivery, the Products are found not to be in conformity with the agreed standards or requirements, or if any quality problem arises, Supplier shall supply replacements free of charge within [ ] business days after reception of the written request of Purchaser. Where any quality problem occurs in such replacements, Purchaser is entitled to refuse payment for the Products; where payment has already been made by Purchaser, Supplier shall refund same.

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Exercises for Legal English Seminar June 2, 2009 2009 年 6 月 2 日 法律英语沙龙练习题 Please refine the following sentences. 请修改下列句子，使其更地道。 It is highly suggested that you finish the following exercises before coming to the seminar. 建议参加沙龙前先完成以下练习。

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Exercises  1. The following terms and conditions should be taken as incorporated in every insertion order or space contract tendered to Publisher except modified by written agreement signed by an officer of Publisher, and should pass all inconsistent statements in such kind of order or contract.

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Exercises  1. The following terms and conditions shall be deemed incorporated in every insertion order or space contract tendered to Publisher unless modified by written agreement signed by an officer of Publisher and shall supersede any inconsistent statements in such order or contract.

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Exercises  2. Any person desiring to obtain a certificate of personal fitness shall apply for it in a written form, which shall be the same as the modification of Form I in the schedule attached to this Agreement that is deemed suitable.

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Exercises  2. Any person desiring to obtain a certificate of personal fitness shall make an application in writing therefor, which shall be in accordance with such modification of Form I in the schedule hereto as may be suitable.  Plain English: If you wish to get a certificate of personal fitness, please submit your application using the attached form.

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Exercises  3. In this deed, the SELLER declares and covenants with the PURCHASER that he is the only owner of the Schedule property and has a legal title to it and so, an absolute right to sell and convey it to the PURCHASER in terms of this deed. The SELLER further declares that he has not done any acts, deeds or things to misuse his right to convey or prevent him from selling the Schedule property in terms of this deed.

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Exercises  3. The SELLER hereby represents and warrants to the PURCHASER that he is the sole and absolute owner of the property described in the Schedule hereto (“the Property”) and has a clear, legally valid and marketable title thereto and therefore, an absolute right to sell and convey the same to the PURCHASER in terms of this deed. The SELLER further represents and warrants that he has not done any acts, deeds or things so as to curtail, restrict or prejudice his right to convey or prevent him from selling the Property in terms of this deed.

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Exercises  4. If a breach of the Limited Warranty takes place, Licensee's exclusive remedy will be: Licensee will return all copies of the Software to Licensor and the proof of purchase, but the relevant fee will be paid by Licensee. If Licensor wishes, Licensor will either send Licensee a replacement copy of the Software which should be paid by Licensor, or issue a full refund.

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Exercises  4. In case of a breach of the Limited Warranty, Licensee's exclusive remedy is as follows: Licensee will return all copies of the Software to Licensor, at Licensee's cost, along with proof of purchase. At Licensor's option, Licensor will either send Licensee a replacement copy of the Software, at Licensor's expense, or issue a full refund.

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Exercises  5. All brokerage or leasing commissions or other compensation will not be payable to any person, firm, corporation or other entity based on any Tenant Lease or any of its extensions or renewals, if any, excepting those agreements entered or accepted in writing by Purchaser.

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Exercises  5. No brokerage or leasing commissions or other compensation will be due or payable to any person, firm, corporation or other entity with respect to, or on account of, any Tenant Lease or any extensions or renewals thereof, if any, excepting those agreements entered into or accepted in writing by Purchaser.

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Exercises  6. Company employs Employee for the Term (whose definition is stipulated in Section 2) to render exclusive and full-time services in an executive capacity to Company and to the subsidiaries of Company engaged in the business of selling shoes and in connection with such business to devote his best efforts to the affairs of Company and to perform those duties which Employee shall reasonably be directed to perform by officers of Company.

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Exercises  6. Company hereby employs Employee for the Term (as defined in Section 2 hereof) to render exclusive and full-time services in an executive capacity to Company and to the subsidiaries thereof engaged in the business of selling shoes and in connection therewith to devote his best efforts to the affairs of Company and to perform such duties as Employee shall reasonably be directed to perform by officers of Company.

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Exercises  7. If Employee dies during the Term, this Agreement shall be automatically terminated, except that (a) Employee's estate shall be entitled to receive the compensation which is provided in this contract to the last day of the month in which Employee's death occurs; and (b) said termination shall not affect any payable amounts as insurance or other death benefits according to any plans or arrangements which are in force or effect at that moment about Employee.

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Exercises  7. In the event of Employee's death during the Term, this Agreement shall automatically terminate, except that (a) Employee's estate shall be entitled to receive the compensation provided hereunder to the last day of the month in which Employee's death occurs; and (b) such termination shall not affect any amounts payable as insurance or other death benefits under any plans or arrangements then in force and effect with respect to Employee.

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Exercises  8. This Agreement shall be amended, changed, superseded, revoked, renewed or extended, and the terms or covenants may be waived, only by a written instrument executed by both of the parties, or in the case of a waiver, the party waiving compliance. The failure of either party at any time to require performance of any provisions shall never affect the right at a later time to enforce them. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or other manner, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

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Exercises  8. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained herein, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained herein.

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